Adult Learning Program, Inc. Bylaws
Article I: Name, Purpose, Affiliations,
Program Year and Definitions
Section 1.1. Name. The name by which the Corporation shall be known
is Adult Learning Program, Inc. (the "Corporation" or
"ALP").
Section 1.2. Applicable Laws and Purpose. The Corporation is a
nonstock corporation organized and incorporated under the Connecticut Revised
Nonstock Corporation Act, Section 33-1000 et seq, (the “Act'') and shall have
the powers of a Connecticut nonstock corporation, provided that the activities
of the Corporation are not inconsistent with Section 501(c)(3) and
Section170(c)(2) of the Internal Revenue Code of 1986, as amended. The purpose of
the Corporation, as set forth in the Certificate of Incorporation, shall be to
offer member-directed educational programs for older adults. These programs are
chosen and designated by members, primarily coordinated by members and attended
by members.
Section 1.3. Affiliations. Adult Learning Program, Inc.is
affiliated with the University of Connecticut and the Elderhostel Institute
Network and any program under or successor to that network, including Road
Scholar Network.
Section 1.4. Program Year. The Program year starts on July 1 and
ends on the following June 30.
Section 1.5. Definitions of terms used within these bylaws:
(a)
Officers: Duly elected members of the Board of
Directors serving as defined representatives of ALP on all matters as
authorized herein. (see 4.1).
(b)
Co-Directors: Two
ALP members duly elected to the Board of Directors to share the leadership
responsibility for the conduct of the Board of Directors.
(c)
Co-Chairs: Two ALP members duly elected to the Board of
Directors to share the leadership responsibility for the conduct of each
Standing Committee.
(d)
At Large: ALP
Members approved by the Board of Directors to serve as voting members of the
board with no specific areas of responsibility.
(e) Standing
Committees: All committees, including the Curriculum Committee, that are
created by the Board of Directors to provide an ongoing, specific service to
the membership.
Article
II: Membership
Section 2.1 Members. The Corporation shall have two classes of members. The first class shall be any individual who
pays their individual membership dues.
The second class shall be any organization dedicated to providing care
for residents confined to the organization’s facility. This class of membership will be called an
“Institutional Membership” for which membership dues will consist of one flat
fee to be paid by the organization for a link to all on-line courses viewable
by multiple residents of the organization’s facility. The amount of membership dues and the period
covered for both individual and “Institutional” membership shall be determined
by ALP’s Board of Directors by periodic resolution.
Section 2.2. Members’ Rights.
Members have the power to:
(a)
Elect members of the Board of Directors at Annual
Meetings;
(b)
Approve the budget;
(c)
Receive brief annual reports from
(d)
Amend or adopt new or revised bylaws at a duly called
Annual or Special Meeting of Members, if the proposed amendments are included
in the call of the meeting;
(e)
Remove from office any member of the Board of Directors
for good and sufficient cause at a regular or Special Meeting.
Section 2.3.
Meetings of Members.
(a) Annual
Meeting. The
Annual Meeting of members shall be held near the end of the program year (June)
at a location and time to be determined by the Co-Directors. The agenda for
this meeting shall include presentation and approval of the minutes of the last
Annual Meeting, reports of the Co-Directors, Treasurer, and Standing
Committees, report of the Ad hoc Nominating Committee proposing a slate of
Officers, including Co-Directors, Treasurer, Secretary,
Standing Committee Co-Chairs and any members-at-large to serve on the Board
of Directors for the coming year, election of said Slate, adoption of the
budget and such other business as may properly come before the meeting..
(b)
Membership Meetings. Preceding the
beginning of each academic semester the Board shall call a Preview
Meeting. All recent, present and
potential members shall be invited to attend to learn more about the coming
semester’s curriculum by listening to and meeting the Presenters scheduled to
conduct classes. Information on
ALP-related issues affecting the membership may also be shared by members of
the Board of Directors.
(c) Special
Membership Meetings. Special membership meetings may be called by the
Co-Directors upon receipt of a petition to the Co-Directors signed by
either at least twenty (20) percent of all voting members, or a majority of the
Board of Directors then in office, stating the purpose for which the Special
Meeting is requested.
(d)
Notice. Notice of any meeting shall be
given to each Member, by mail or email. no fewer than fourteen (14) nor more
than thirty (30) days before any meeting of members, annual, regular or
special, including adequate information on any matter proposed to be brought to
a vote.
Section 2.4. Quorum. The quorum for Membership Meetings shall be
twenty (20) members.
Section 2.5. Voting. Each Member, whether an individual or
“Institutional”, shall have one vote. Decisions on any question shall be made
by a majority of those Members present constituting a quorum. Only those
members whose dues have been paid for the current semester shall be eligible to
vote.
Section 2.6. Removal of Members. Any member who fails to pay the
appropriate dues will be removed from the membership list, but may be retained
on the information mailing list for three years.
Article III: Board of Directors
Section 3.1. Board of Directors. The affairs of the Corporation
shall be managed by the Board of Directors, composed of the elected Officers
(see Section 4.1), the Co-Chairs of the Standing Committees, the editor of the
ALP-Horn and the Website Manager, and up to Four Members-At-Large (see Section
6.10). The immediate past Co-Director of
the Board may be an ex-officio member for a one-year term, and the University
of Connecticut may have an ex-officio member.
Ex officio members shall have no voting rights and shall not count
towards a quorum.
Section 3.2. Number, Election and Term of Office. There
shall be no fewer than three (3) nor more than eighteen (18) board members on the Board of Directors, and the number of board
members at
any time shall be the number of board members elected at the last annual or duly
scheduled Membership Meeting plus those board members completing their term in
office plus any At-Large members appointed by the Board of Directors prior to
the Annual Meeting. Except for the ALP Horn Editor and the Website Manager, the
Board of Directors shall be divided into two classes, one class of which shall
be elected each year for a two-year term.
The Secretary, one Co-Director and one Co-Chair of each of the Standing
Committees shall be elected in one class, and the
Treasurer, the other Co-Director, and the other Co-Chairs shall be
elected in the other class. Each person may be elected for additional
consecutive two-year terms in that position.
Section 3.3. Vacancies and Removal. All vacancies resulting from
the death, resignation or removal of a member of the Board of Directors shall
be filled by the Board of Directors for the remainder of that person’s term. A board
member may be removed from office at any time by a two-thirds vote of the
Board. A board member may be removed only at a meeting called for that purpose
and the meeting notice must state the purpose, or one of the purposes of the
meeting as the removal of the board member. Any board member who is absent from
three consecutive meetings without adequate excuse as determined by the Board
of Directors
Section 3.4. Regular Meetings. Regular meetings of the Board of
Directors shall be held at least four times a year and at other times as called
by the Co-Directors. Board Members shall receive at least fourteen (14) days
written notice of any Board of Directors meeting, including adequate
information on any matter proposed to be brought to a vote.
Section 3.5. Special Meetings. A Special Meeting of directors may
be called by the Co-Directors and shall be called by the Co-Directors upon
receipt of a petition to the Co-Directors signed by at least twenty (20%)
percent of the Board of Directors then in office, stating the purpose for which
the Special meeting is requested.
Section 3.6. Quorum and Voting Requirements. A quorum shall consist
of at least one-third of the Board of Directors members present immediately
before the meeting begins. The affirmative vote of a majority of directors
present at a meeting shall be required for every action by the Board unless a greater
proportion of board members' votes are required by the Certificate of
Incorporation, these By-laws or by Chapter 602 of the Act.
Section 3.7. Voting. At all meetings of the Board, each board
member is entitled to have one (l) vote. Proxy voting is not permitted.
Section 3.8. Unanimous Consent. In lieu of any regular or Special Meeting
and vote of the board members, the unanimous
Section 3.9. Powers. The directors shall manage the property and
business of the Corporation. The directors may do anything that is not
prohibited by law, the Certificate of Incorporation or these By-laws.
Section 3.10. Indemnification
and Reimbursement. The Corporation shall be bound by and comply with the
provisions of Sections 33-1116 through 1124 of the C.G.S. regarding
indemnification of directors, officers and agents of the Corporation.
Article IV: Officers
Section 4.1. Title and Duties. The officers of the Corporation
shall be the Co-Directors, Co-Chairs for Curriculum, Secretary and Treasurer,
or other officers whenever the Board determines that these other officers are needed.
The duties of each officer shall be the duties prescribed by these By-laws and
those prescribed by the Board. Officers shall serve without compensation
Section 4.2. The
Board of Directors’ Co-Directors.
The Co-Directors shall share responsibility for presiding at all Board of
Directors and Member Meetings and shall perform such other duties as may be
required of them by the Board of Directors. They shall be ex-officio members of
all committees.
Section 4.3.
Section 4.5. Secretary.
b)
The Secretary shall act as custodian of ALP
non-financial records in a location established by the Board of Directors, with
the assistances of the ALP Administrator in the maintenance of such records.
The records will include all existing records of the Corporation which relate
to its organization and are necessary for its ongoing functioning. Such records
shall include original or copies of the Certificate of Incorporation, the
contractual agreement(s) with UCONN, the By-Laws of the Corporation, IRS
correspondence confirming 501(c)(3) status, contractual agreements relating to
bonding and insurance, the most recent signed statements identifying conflicts
of interest by Board members, a year end summary statement of financial
activity for the year, a year-end bank statement indicating the condition of
the ALP account at that time, copy of the minutes of the most recent Annual
Meeting, including the budget agreed upon in that meeting and a list of the
membership at the time of that meeting, copies of the minutes of Board
meetings, and any other documents specified by the Board. It is understood that
it is the duty of members or employees of ALP, including the Board, to deliver
such documents to the Secretary and/or ALP Administrator to the extent that
such documents are in their possession or must otherwise be prepared by them in
accordance with their ALP duties.
Section 4.6. Term of Office. Each officer shall serve for a term of
two years unless reelected for an additional two-year term per Section 3.2 and
thereafter until his or her successor is elected.
Article V: ALP
Horn Editor and Web Site Manager
Section 5.1. The ALP Horn Editor shall be responsible for
coordinating the publication of the Corporation's newsletter, the ALP Horn, as
required, to ensure all members are aware of upcoming events and each
semester's curriculum from which members can make selections and register for
the upcoming semester.
Section 5.2. The Web Site Manager shall be responsible for
maintaining the Corporation's web site (alp.uconn.edu) to enable all members to
access current program-related information, including a copy of the latest
class syllabi and schedule from which members can make selections, register,
and develop their own personal schedule for future reference.
Section 5.3. Term of Office:
When their offices become vacant, the ALP Horn Editor and Web Site
Manager may be appointed by the Board but should then be elected by the
Membership at a duly scheduled business meeting. They shall continue to serve until they
resign or are removed in accordance with Section 3.3.
Article VI: Standing Committees
Section 6.1. Committees. Pursuant to Section 33-1101 of the Act,
the Board of Directors may form an Executive Committee or any other committee,
and may appoint two (2) or more board members or other persons to serve on
these committees. The Board shall, by resolution, define the powers to be held
by each committee. which shall not include taking any action other than
recommendations to the Board for its action, and each committee may exercise
those, and only those powers. Each committee shall keep minutes of its
proceedings and shall report them to the Board. The Standing Committees of the Board include a
Curriculum Committee, a
Section 6.2. Election of Committee Co-Chairs.
The Co-Directors shall appoint annually an Ad hoc
Nominating Committee to present names of chosen individuals for potential
positions to the Board of Directors as part of the nominating process and part
of the annual slate. See Section 6.9.
Section 6.3. Duties. Co-Chairs are
members of the Board of Directors and shall present regular reports to the
Board of Directors and to current ALP members prior to the Annual Meeting.
Section 6.4. Curriculum
Committee. The Co-Chairs of the Curriculum Committee shall be
responsible for academic programs, beginning with spring term following their
election and ending with the planning of the fall term following completion of
their term in office. The duties of the committee shall be to solicit and
evaluate course ideas as well as organize, schedule and coordinate the
presentation of all classes each semester with the
assistance of the ALP Administrator.
Section 6.5. Communication Committee. The
committee shall be responsible for coordinating all publicity, including print
media and social media, advertising, informational material distribution and
speaking engagements promoting the Corporation's program and soliciting new
members.
Section 6.6. Events and Member Support Committee. The duties of the committee shall be to welcome and
integrate new members into the Corporation, coordinate Membership Meetings.
solicit volunteerism, acquire guest speakers for the fall and spring Preview
Meetings if needed, and organize the ALP Social events.
Section 6.7. Election of Committee Members. Members of the
Committees shall be selected from the membership by the Co-Chairs of each
Committee.
Section 6.8. Vacancies. The Board may fill any vacancy deemed
necessary.
Section 6.9. Ad Hoc Committees. The Co-Directors,
with the approval of the Board of Directors, may establish ad hoc committees,
appoint their Chairs and define their duties. Ad hoc and Standing Committees
remain in existence as long as the Board of Directors determine that they are
needed. On an annual basis the Co-Directors may appoint an Ad Hoc Nominating
Committee. Each year the committee shall prepare a slate of recommended
individuals to be nominated for officers
Section
6.10. Members-at-Large. Members-at-Large may be elected to the Board of
Directors to the maximum of 18 directors as detailed in Section 3.2. They shall
have no specific responsibilities but are entitled to vote on all issues before
the board and will be expected to contribute ideas and suggestions at Board of
Directors Meetings. They may be asked to serve on ad hoc committees, and assume
other duties. At the Board's discretion, At-Large members may serve on the
board prior to their election by the membership at the Annual Meeting.
Article VII: Administrator
Section
Article VIII: Distribution of Asset
Section
Section
Article IX: Conflicts of Interest
Section
Section
Article X: Amendments
Section
(a)
Written notice of the meeting of the Board of Directors
at which such amendment shall be considered, including the text or the proposed
amendment shall be delivered to all board members no fewer than fourteen (14)
nor more than thirty (30) days before the Board of Directors meeting;
(b)
At least two-thirds majority of the board members
present at a duly called meeting of the Board of Directors at which a quorum is
present shall vote in favor of such amendment; and
(c)
At least two-thirds of the Members present at a duly
called meeting of the Members at which a quorum is present shall vote in favor
of such amendment.
Section
Section
Article XI: Fiscal Year
Section 11.1. Fiscal Year. For any year, the fiscal year of the
Corporation shall end on June 30.
Adopted
as the bylaws of the Corporation June 6, 2024